These Measurement Solutions Ltd Standard Terms and Conditions for UK Online Shop (“Terms”) exclusively apply to the sale of Goods and/or Services by Measurement Solutions to Customer through the Online Shop and will form an integral part of any quotation or Contract. As used herein, “Contract” means any contract for sale of Goods or Services entered into between Measurement Solutions and Customer through the Online Shop resulting from Customer’s placement of an order through the Online Shop and Measurement Solutions’s acceptance of such order. These Terms shall be the exclusive basis of Measurement Solutions’s deliveries, performance and Services, even if Measurement Solutions does not expressly oppose any conflicting terms and conditions of purchase. Customer’s ordering of Goods or Services from Measurement Solutions on the Online Shop shall constitute acceptance of these Terms. Measurement Solutions hereby expressly objects to and rejects any additional or different terms and conditions contained in any Customer purchase order (or other Customer-issued document).

This Online Shop and the Goods and Services through the Online Shop are for business use only, and not for consumer use.  The individual using the Online Shop account and ordering on behalf of the Customer represents that he/she is an employee of the Customer authorized to act on behalf of and bind the Customer to the Contract.

Each sales transaction shall be deemed a separate and independent Contract.

1. ADDITIONAL DEFINITIONS

• “Affiliate” means, with respect to Measurement Solutions, any other entity within the Measurement Solutions Group.

2. “Customer” means the sole proprietorship or legal entity ordering the Goods or Services through the Online Shop.

3. “Goods” means accessories, spare parts, Software, or other goods Measurement Solutions offered through the Online Shop.

4. “Measurement Solutions” or “Seller” means the specific Measurement Solutions Group legal entity entering into the Contract with Customer, as identified in Exhibit A attached hereto, or as otherwise identified in the Measurement Solutions quotation, order acknowledgement, or invoice.

6. “Online Shop” means the Measurement Solutions Ltd UK Online Shop at www.measurement-solutions-store.co.uk “Party” means Measurement Solutions or Customer and “Parties” means both of them.

7. “Services” means services offered through the Online Shop.

8. “Software” means software supplied as part of Goods or offered separately under the Contract. Software includes application software, system software (including firmware), and any other software Measurement Solutions supplies under the Contract, as well as any related User Manuals made available for the Software.

9. “User Manuals” means installation or operations guides, user manuals, or other end-user documentation, if any, the manufacturer, developer, or licensor makes generally available with the Goods.

2. ORDERS, CREDIT, ERRORS

1. Acceptance of Order. Measurement Solutions reserves the right to accept or reject any order submitted by Customer. Customer will receive an order confirmation through email, containing the details of the order. Email confirmation of shipment of Goods or Services shall constitute acceptance of Customer’s order.

2. In-Country Purchase and Use Only. Unless otherwise agreed by Measurement Solutions, Customer may only purchase Goods and Services through the Online Shop for use only in the country for which the Customer is registered in the Online Shop.

3. Credit. Measurement Solutions reserves the right to demand advanced payment (e.g., via credit card). Credit approval, modification, or suspension is at Measurement Solutions’s sole discretion. For customers paying by credit card payment will be taken within 24 hours from receipt of the order confirmation email.

4. Clerical Errors. Measurement Solutions reserves the right to correct clerical errors in any quotation, order confirmation, or other Contract documentation.

3. PRICE, TAXES, OTHER CHARGES

1. Prices are as set forth in the Online Shop and are subject to change at any time. Prices are exclusive of all applicable value-added, sales, use, goods and services taxes, and other taxes (and all applicable tariffs, customs duties and similar charges), and Customer will be responsible for payment of all such taxes (other than taxes based on the net income of Measurement Solutions), tariffs, duties and charges (and any related penalties and interest), payable in connection with the Contract or the provision of Goods or Services. If Customer is claiming tax exemption status, Customer must provide a valid tax exemption certificate. The prices shall be net of any withholding tax payable by the Customer, and in no event shall the Customer be entitled to withhold or deduct any such tax from the prices.

2. Unless otherwise agreed to in writing by Measurement Solutions, prices are also exclusive of any applicable freight and handling, shipment, delivery, transit insurance, transportation, moving, loading and unloading, installation, disposal of packing materials, travel charge reimbursement, or other incidental charges, all of which shall be the responsibility of and paid by Customer. Additional shipping or freight costs to the customer will be calculated at time of purchase or supplied in advance for orders which require a separate quotation prior to order placement. E.g. non-stock items

4. PAYMENT

1. Payment is due, without deduction or set-off, in accordance with the payment terms set forth in the Online Shop, as confirmed by the order confirmation email or invoice.

2. Measurement Solutions reserves the right to charge interest on overdue amounts at a rate 8% p.a. above the relevant base interest rate of Bank of England (or the maximum amount permitted by applicable law, if less) from the contractual payment date until actual payment is made in full. In addition, Customer will pay to Measurement Solutions a lump sum of forty (40) Gbp for the compensation of recovery costs.

5. SHIPMENT AND DELIVERY.

1. Goods shall be delivered EX WORKS (Incoterms 2010). Measurement Solutions’ reserves the right to select the carrier and shipping route. The carrier and tracking number for shipment of Goods are typically provided in the shipment confirmation email. Measurement Solutions will invoice Customer for applicable shipping charges with their purchase or supply them in advance for non-standard or out of stock items

2. Any shipping and delivery dates are estimated dates only. Measurement Solutions shall not be liable for any loss or expense incurred by Customer if Measurement Solutions fails to meet a delivery schedule. Partial deliveries shall be accepted and paid for by Customer at Contract prices and terms. Partial deliveries may be invoiced separately.

6. RISK OF LOSS. Risk of damage to or loss of the Goods (and insurance responsibilities) shall pass to the Customer at the time of delivery to or collection from (as applicable) the delivery location, other than where the Customer wrongfully fails to take delivery in which case, risk of loss shall pass to the Customer at the time when delivery has been tendered.

7. INSPECTION AND ACCEPTANCE. Customer shall promptly inspect all Goods upon receipt. Customer shall be deemed to have accepted Goods at the earlier of: (i) ten (10) days from tender of delivery to Customer unless Measurement Solutions receives written notification of rejection for non-conformance from Customer within this ten-day period; or (ii) first commercial use. If Measurement Solutions is timely notified of Customer‘s express rejection of non-conforming Goods, and Measurement Solutions determines the non-conformance is covered under warranty, Measurement Solutions will, at its option, either: (i) repair the non-conforming Goods to become conforming; (ii) replace the non-conforming Goods with conforming Goods; or (iii) credit or refund amounts paid for the Goods back to the Customer and accept its return. THE REMEDIES UNDER THIS SECTION ARE CUSTOMER’S EXCLUSIVE REMEDIES, AND MEASUREMENT SOLUTIONS’S ENTIRE LIABILITY, FOR THE DELIVERY OF NON-CONFORMING GOODS.

8. RETURN OF GOODS.

1. Nonconforming Goods returned in accordance with Section 7 will be returned in accordance with Measurement Solutions’s instructions.

2. All sales are final, non-cancellable, and fees paid non-refundable. In exceptional cases, where Measurement Solutions, in its sole discretion, accepts return of conforming Goods, Measurement Solutions reserves the right to charge a handling surcharge of up to 30% of the Goods value or Gbp 30.00, whichever is higher, for such accepted returns. Any such accepted returns must be in the original packaging (or equivalent). The Goods will be inspected by Measurement Solutions for defects and wear and tear.

9. RETENTION OF TITLE.

1. Retention of Title. Notwithstanding delivery and the passing of risk in the Goods, or any other provision of the Contract, to the extent permitted by law, title to Goods purchased by Customer, shall not pass to the Customer until Measurement Solutions has received in cash or cleared funds payment in full of the purchase price and all ancillary fees, charges, costs, and expenses. Until such time as title in the such Goods passes under this paragraph: (a) Customer shall hold the Goods as Measurement Solutions’s fiduciary agent, and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured, but shall be entitled to resell or use the Goods in the ordinary course of its business; (b) if Goods are damaged or destroyed by an insured risk prior to the same being paid for by the Customer, the Customer shall receive the proceeds of any such insurance as trustee for Measurement Solutions; (c) if payment is not made in time or in full, Measurement Solutions shall be entitled, without prejudice to other right and remedies, at any time to require the Customer to deliver up the Goods to Measurement Solutions and if the Customer fails to do so forthwith, to enter upon any premises of the Customer or third party where the Goods are stored and mark, identify and repossess the Goods and the Customer grants Measurement Solutions and its agents an irrevocable license to enter any premises of the Customer for such purposes; and (d) Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of Measurement Solutions, but if the Customer does so all monies owing by the Customer to Measurement Solutions shall (without prejudice to any other right or remedy of Measurement Solutions) forthwith become due and payable. Should it be necessary to record the retention of title in a public register or should the validity of the retention of title otherwise require the cooperation of the Customer, Customer will give its approval for registration of the retention of title, and unconditionally authorizes Measurement Solutions or its legal representatives to effect the registration, and Customer agrees to undertake the necessary cooperative action.

2. Title to Software. Notwithstanding anything to the contrary elsewhere, title to Software shall at all times remain with Measurement Solutions, its Affiliates, or third-party suppliers (as applicable).

10. OCCUPATIONAL SAFETY AND HEALTH. It is Customer’s responsibility to prepare for, install and use Goods in a safe and legal manner and to provide all proper devices, tools and means to protect all personnel from bodily injury that may result from Customer’s particular use, operation, set-up or service of the Goods. Customer is advised to consult the applicable User Manuals, safety standards, laws and regulations. Customer shall install and use the Goods at all times in compliance with the applicable User Manuals, safety standards, laws and regulations, and general standards of care.

11. RIGHTS TO SUSPEND PERFORMANCE. If Customer fails to pay any invoice when due, or otherwise breaches the Contract, Measurement Solutions may, without prejudice to any other right or remedy available to Measurement Solutions, suspend its performance until Customer cures such breach.

12. SOFTWARE LICENSE. Any references to the “sale” of or “selling” or “purchase” of Software shall mean sale or purchase of a license to use such Software; Software is licensed and not sold. Measurement Solutions, its Affiliates, or third-party suppliers (as applicable) retain ownership in all worldwide intellectual property rights in the Software, related User Manuals and other materials made available or delivered by or on behalf of Measurement Solutions, and all modifications, enhancements or other derivative works thereof. Software and its User Manuals shall be subject to the terms and conditions of the applicable end-user/software license agreement (“EULA”) accompanying that Software or otherwise made available by Measurement Solutions, its Affiliates or third-party suppliers. In the event there is any conflict between these Terms and the EULA, the terms and conditions of the applicable EULA will control in relation to its subject-matter. Without prejudice to any other right or remedy available to Measurement Solutions under the EULA, Measurement Solutions may cause early termination of Software licenses (and related Maintenance) if Customer fails to pay in full, when due, any applicable fees or charges, or otherwise breaches the Contract. Software may only be used on the computer or machine for which they are acquired, unless otherwise authorized by Measurement Solutions or the applicable EULA.

13. SOFTWARE MAINTENANCE AGREEMENTS. If Customer acquires Maintenance for a Software application under the Contract, during the applicable Maintenance term, unless otherwise agreed, Customer will be entitled to the Software maintenance updates (if any) and remote technical support services made generally available to similarly situated end-user customers of the Software who are on Maintenance. Customer shall only be entitled to Software Maintenance on those Software application features for which Customer has acquired Maintenance and has a current right to Maintenance. Software Maintenance shall not entitle Customer to any release, option, module, or future product, which Measurement Solutions licenses separately or offers for an additional fee. Technical support is limited to reasonable remote assistance in response to Customer’s technical support inquiries regarding: (i) Software installation, (ii) Software errors, and (iii) general questions regarding the usage of Software features. Technical support does not include training, consulting, on-site services, or the provision of engineering judgment for a customer-specific situation. If Software Maintenance lapses (or was not initially acquired), and Customer wishes to procure Software Maintenance, the Customer will be assessed additional back maintenance fees for the period the Software was not maintained, as well any applicable reinstatement fees, in accordance with Measurement Solutions's then-current policies. Any updates, service packs, or new releases to the Software made available to Customer under Software Maintenance will be subject to terms and conditions of the underlying EULA, unless accompanied with their own EULA. To the extent any Software Maintenance acquired by Customer is offered by Measurement Solutions under separate Software Maintenance Agreement (“CCP”) terms and conditions, such CCP terms and conditions will control in relation to their subject-matter.

14. SPECIAL TERMS. Certain offerings made available by Measurement Solutions to Customer may be subject to additional or different terms and conditions by Measurement Solutions, its Affiliates or third-party suppliers (“Special Terms”). These Special Terms may be presented by Measurement Solutions to Customer, or may accompany the offering, such as in the form of an embedded EULA, online terms, terms in User Manuals, documentation, or read-me files. Customer shall comply with applicable Special Terms (if any). In the event there is any conflict between these Terms and Special Terms, the Special Terms will control in relation to their subject-matter.
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15. ADDITIONAL SERVICES TERMS.

1. Performance of Services. Measurement Solutions, in its sole discretion, will determine the personnel assigned to perform the Services, and may provide the Services through third-party representatives and subcontractors.

2. Cooperation. Customer will cooperate fully and in good faith with Measurement Solutions in the performance of Services by, without limitation, providing or obtaining for Measurement Solutions, in a timely manner and at no charge to Measurement Solutions: (a) such access and use of Customer’s premises or other facilities as reasonably required for Measurement Solutions to perform the Services, if onsite performance of Services is agreed to; (b) such access and use of Customer’s equipment, software, drawings, models, parts, data, information or tools (“Customer Materials”) reasonably required for Measurement Solutions to perform the Services; (c) complete, accurate and timely information, data and feedback as reasonably required to perform the Services; (d) all required licenses and consents to comply with all applicable law in relation to the Services to the extent that such licenses and consents relate to Customer's business, premises, staff and/or Customer Materials; (e) complete information related to any restrictions on technical data, including export restrictions, that may impact Measurement Solutions’s selection of personnel to perform the Services; and (f) any Customer deliverables and other obligations required for the performance of the Services. Measurement Solutions’s performance obligations are contingent upon Customer’s compliance with Customer’s obligations. Measurement Solutions shall not be responsible for failures or delays in performing Services due to Customer’s delays or failure to comply with Customer’s obligations. Customer acknowledges and agrees that, in performing the Services, Measurement Solutions is entitled to base its conclusions on and rely on the accuracy and completeness of the information, data, material, and assumptions that are furnished by or on behalf of Customer, without any independent investigation or verification. In addition to any other remedies available, Measurement Solutions is entitled to compensation for costs and expenses (such as travel expenses, cancellation and rebooking costs, non-productive labor hours and other personnel costs, and third-party expenses incurred by Measurement Solutions), resulting from delays or re-scheduling caused by Customer.

3. Training Materials. Where training materials are delivered by or on behalf of Measurement Solutions, subject to Customer’s continued compliance with the terms and conditions of the Contract, and payment of all applicable fees and charges, Measurement Solutions grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use such training materials solely for internal personal training use by Customer’s personnel for whom the training was purchased, and subject to any other terms and restrictions identified by Measurement Solutions or accompanying the training materials. Any further use, such as copying, modification, distribution, marketing and disclosure to third parties, is not permitted without the consent of Measurement Solutions.

16. LIMITED WARRANTIES AND DISCLAIMERS.

1. For Goods: Unless otherwise agreed by Measurement Solutions in writing, Measurement Solutions warrants to Customer that Goods purchased will be free from defects in workmanship and materials for a period of twelve (12) months from the date of delivery.

2. For Services: Measurement Solutions warrants to Customer that the Services will be performed in a professional manner consistent with generally accepted industry practice. This warranty shall expire thirty (30) days after the applicable Services completion date or the termination of the Services schedule, whichever occurs first. Measurement Solutions’s sole and exclusive obligation for breach of warranty will be, at Measurement Solutions’s option, to (a) use commercially reasonable efforts to re-perform the Services in a manner that conforms to the warranty, or (b) refund to Customer the fees paid by Customer to Measurement Solutions for the nonconforming Services. The remedies set forth in this paragraph are Customer’s sole and exclusive remedies for breach of warranty under this paragraph. NOTWITHSTANDING THE FOREGOING, APPLICATIONS SERVICES, TRAINING, PART PROGRAMMING, AND MEASURING SERVICES CARRY NO WARRANTY, EXPRESS OR IMPLIED, AND ARE PROVIDED ON AN AS-IS BASIS.

3. Limitations and Exclusions.

1. Warranties are non-transferable and non-assignable. No warranty claim may be made after the expiration of the warranty period. With respect to warranty claims properly made during the warranty period, Measurement Solutions will replace or repair, at Measurement Solutions’s option, free of charge, any Goods which upon examination Measurement Solutions finds defective in workmanship or materials, provided that, on Measurement Solutions’s request, the Goods are returned to Measurement Solutions’s plant or premises, and provided further, that there is satisfactory documentation that the Goods have been installed, used and maintained in accordance with instructions in the User Manuals. All Goods that are replaced become the property of Measurement Solutions. The foregoing warranty will not apply to or cover: (i) Goods exported by the Customer out of the ultimate country of destination (as identified in the Contract or related end user certifications); or (ii) consumable items, such as reflectors, bulbs, fuses, batteries, and filters; in either case no warranty is provided.

2. The following conditions are excluded from the above warranties: (a) damage caused by failure to continuously provide a suitable installation environment as prescribed by the manufacturer’s User Manuals or recommendations including, but not limited to, the failure to provide, or the failure of, adequate electrical power, air conditioning or humidity control, or vibration isolation; (b) damage caused by uses other than those purposes for which Product was designed; (c) damage caused by accident or disaster, which shall include but is not limited to fire, flood, water, transportation, earthquake, wind and lightning, negligence or misuse, or alterations which shall include any deviation from manufacturer’s design; and (d) damage caused by performance of maintenance or repair work not done by Measurement Solutions.

3. Preventative maintenance or planned onsite visits are not included in the above warranties.

4. The above warranties do not apply to Software. Unless it is specifically stated in the Software’s applicable EULA, SOFTWARE IS PROVIDED “AS IS” WITH NO WARRANTY OF ANY KIND.

4. Third Party Warranties. Notwithstanding anything to the contrary elsewhere, the warranties contained in this Section 16 shall not apply to non-Measurement Solutions Group branded Goods (“Third Party Goods”). For information on warranty coverage for Third Party Goods (including without limitation, any third party manufactured peripherals such as personal computers, printers, computer monitors), please refer to the applicable third-party manufacturer’s standard end user warranty terms. MEASUREMENT SOLUTIONS PROVIDES THIRD PARTY GOODS ON AN “AS IS” BASIS, WITH NO WARRANTY OF ANY KIND.

5. MEASUREMENT SOLUTIONS MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES AND ALL OTHER WARRANTIES ARE SPECIFICALLY EXCLUDED, INCLUDING ANY WARRANTY AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSES, NONINFRINGEMENT, DESIGN OR SUITABILITY, QUALITY OF SERVICE, AS WELL AS ANY WARRANTY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE. THE REMEDIES DESCRIBED IN THIS SECTION 16 ARE THE EXCLUSIVE REMEDY OF CUSTOMER FOR BREACH OF WARRANTY. MEASUREMENT SOLUTIONS DOES NOT WARRANT THAT THE OPERATION OF ANY GOODS WILL BE UNINTERRUPTED OR ERROR-FREE.

17. LIMITATION OF LIABILITY

1. NEITHER MEASUREMENT SOLUTIONS NOR ITS AFFILIATES OR SUPPLIERS WILL BE LIABLE (DIRECTLY OR INDIRECTLY) FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES; FOR LOSS OF USE, PROFITS, REVENUE, SAVINGS, OR DATA; OR FOR DOWNTIME OR BUSINESS INTERRUPTION; ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THE GOODS, SERVICES, OTHER MATERIALS OR THE CONTRACT, WHETHER SUCH LIABILITY IS BASED UPON CONTRACT (INCLUDING BREACH OF A REPRESENTATION OR WARRANTY), TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHER LEGAL THEORY WHATSOEVER, EVEN IF MEASUREMENT SOLUTIONS HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY WARRANTY OR REMEDY IS HELD TO HAVE FAILED IN ITS ESSENTIAL PURPOSE. UNDER NO CIRCUMSTANCE WILL MEASUREMENT SOLUTIONS’S, OR ITS AFFILIATES’ OR SUPPLIERS’, LIABILITY UNDER OR IN CONNECTION WITH THE GOODS, SERVICES, OTHER MATERIALS AND THE CONTRACT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IN THE AGGREGATE, EXCEED THE AMOUNT ACTUALLY RECEIVED UNDER THE CONTRACT FOR THE PRODUCT, SERVICE, OR OTHER MATERIAL THAT IS THE SUBJECT MATTER OF, OR IS DIRECTLY RELATED TO THE CAUSE OF ACTION. NO CLAIM, REGARDLESS OF FORM, ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT MAY BE BROUGHT BY CUSTOMER MORE THAN ONE (1) YEAR AFTER THE EVENT GIVING RISE TO THE CAUSE OF ACTION HAS OCCURRED. TO THE EXTENT ANY APPLICABLE LAW LIMITS THE SCOPE OF THIS SECTION 17.1, THE CONTRACT SHALL BE INTERPRETED TO CONFORM TO SUCH LAW IN A MANNER THAT LIMITS MEASUREMENT SOLUTIONS’S AND ITS AFFILIATES’ AND SUPPLIERS’ LIABILITY TO THE FULLEST EXTENT ALLOWED BY LAW.

2. NOTHING IN THESE TERMS SHALL LIMIT OR EXCLUDE LIABILITY FOR ANY MATTER TO THE EXTENT IT WOULD BE UNLAWFUL FOR MEASUREMENT SOLUTIONS TO EXCLUDE OR RESTRICT LIABILITY.

18. INTELLECTUAL PROPERTY. The Contract does not transfer or assign to Customer any intellectual property rights. Measurement Solutions, its Affiliates and third-party suppliers shall retain ownership of all intellectual property they had prior to the Contract. All new intellectual property conceived or created by or on behalf of Measurement Solutions or its Affiliates in the performance of the Contract shall be owned exclusively by Measurement Solutions (or its Affiliates, as applicable). Customer will not: (a) decode, reverse engineer, or decompile the Goods or Services, in whole or in part, unless expressly permitted by applicable law without the possibility of contractual waiver; (b) reproduce, copy, distribute, make derivative works or publicly perform any intellectual property of Measurement Solutions or its Affiliates (“Measurement Solutions Intellectual Property”) manifested in a tangible medium of expression (including, without limitation, any Software, or training materials), without prior written consent of Measurement Solutions; c) circumvent, directly or indirectly, any technical measures or devices securing Measurement Solutions Intellectual Property; or (d) otherwise access or manipulate the Measurement Solutions Intellectual Property, except as expressly permitted in writing by Measurement Solutions.

19. INDEMNITY. Customer hereby agrees to defend, indemnify and hold Measurement Solutions, Measurement Solutions Affiliates, suppliers, contractors and representatives (collectively, “Indemnitees”) harmless from and against all claims, demands, suits and causes of action for property damage, personal injury or death, and all loss, cost, damage and expense (including reasonable attorneys’ fees) relating to the Goods and/or Services, arising out of: Customer’s modification to, or change of the Goods or Services as originally delivered; Customer’s failure to purchase, install, provide or implement any safety part or practice customary in the industry (including, but not limited to, a mechanical, electrical or software interlock or other safety device); or iii) Customer’s misconduct, negligence, violation of law or other fault. Customer further agrees to defend, indemnify and hold Indemnitees harmless from and against all claims made by third parties relating to Customer’s own Goods or data.

20. TERMINATION.  Measurement Solutions may suspend or terminate the Contract (or any affected portion thereof) immediately for cause if Customer (i) materially breaches the Contract, including, but not limited to, failure or delay in Customer making any payment when due, or fulfilling any payment conditions, or (ii) is insolvent, makes an assignment for the benefit of its creditors, has a receiver or trustee appointed for it or any of its assets, or files or has filed against it a proceeding under any bankruptcy or insolvency laws. Customer shall pay all reasonable expenses incurred by Measurement Solutions in connection with a suspension, including, but not limited to, expenses for repossession, fee collection, and costs of storage during suspension. The schedule for Measurement Solutions’s obligations shall be extended for a period of time reasonably necessary to overcome the effects of any suspension. The following Sections in these Terms shall survive termination or cancellation of the Contract: Sections 1, 3, 4, 6, 8, 9, 10, 11, 12, 14, 16, 17 through 23, Exhibits A and B, and any other provisions which by their nature are intended to survive.

21. USE OF INFORMATION. Customer shall maintain in confidence any non-public commercial and pricing information disclosed to Customer by or on behalf of Measurement Solutions and Customer shall not disclose such information to any third party and shall not use any such information for a purpose other than as agreed by the Parties and in relation to the Contract. Customer agrees that Measurement Solutions may disclose Customer’s information, including without limitation, contact information and technical information, to Measurement Solutions Affiliates, and suppliers, channel partners and subcontractors, wherever they do business, in furtherance of the Contract and Measurement Solutions’s business relationship with the Customer. If Customer provides Measurement Solutions or Measurement Solutions Affiliates with feedback, recommendations, or suggestions about the Goods or Services (“Feedback”), then, Measurement Solutions and its Affiliates may use such Feedback without obligation to Customer, and Customer hereby irrevocably grants to Measurement Solutions and its Affiliates a perpetual, irrevocable, worldwide, sublicensable, royalty-free right and license to use that Feedback.

22. TRADE COMPLIANCE. Measurement Solutions’s performance under the Contract is subject to the issuance of any required export license or other necessary government authorization or requirements. Measurement Solutions has the right to terminate without liability any Contract if Measurement Solutions determines such sale, export or delivery may violate applicable law, or that the necessary government authorization may not be granted. Termination will not affect the right of Measurement Solutions to recover the Contract price for any unpaid Goods or Services already delivered. Customer shall comply with all applicable customs, export control, and sanctions laws and regulations. Customer shall not trans-ship, re-export, divert or direct the Goods or Services (or any related technical data) other than in and to the ultimate country of destination declared by Customer and specified as the country of ultimate destination in the Contract. Customer represents and warrants that Customer: (i) is not a national of or located within Cuba, Iran, Syria, North Korea, or the Crimean region; (ii) is not identified on any E.U., U.S., or other applicable government restricted party lists, (iii) will not, unless otherwise authorized under applicable export control laws, use the Goods or Services (or any related technical data) in connection with any restricted end use. Customer shall indemnify and hold harmless Measurement Solutions and Measurement Solutions Affiliates from and against any claim, action, proceeding, fine, loss, liabilities, cost and damages arising out of or relating to Customer’s noncompliance with this Section.

23. GENERAL

1. Entire Agreement. The Contract constitutes the entire agreement between Measurement Solutions and Customer with respect to the subject-matter hereof, and supersede all prior or contemporaneous agreements or representations, written or oral, with respect to the subject-matter. The Contract may not be modified except in a writing signed by the authorized representatives of the Parties, or as otherwise permitted herein.

2. No Waiver. Measurement Solutions shall have the benefit of all rights and remedies provided by law or equity. Failure of Measurement Solutions to exercise or reserve any right or remedy shall not be construed as a waiver thereof or of any other right or remedy.

3. Severability. If any term within these Terms is to any extent illegal, otherwise invalid, or incapable of being enforced, such term shall be excluded to the extent of such invalidity or unenforceability; all other terms hereof shall remain in full force and effect; and, to the extent permitted and possible, the invalid or unenforceable term shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term.

4. Force Majeure. Neither Measurement Solutions nor its Affiliates or suppliers will be liable or responsible for delay or failure to perform any obligations under the Contract occasioned by any cause beyond their reasonable control, including but not limited to war; terrorist acts; civil disturbance; epidemic; labor unrest; shortage of raw materials; fire; flood; earthquake; acts or defaults of common carriers or suppliers; governmental laws, acts, regulations, embargoes or orders; or any other cause, contingency or circumstance not subject to their reasonable control.

5. Assignment. The Contract shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and permitted assigns. Customer may not assign or transfer, by operation of law or otherwise, the Contract (or any rights or obligations hereunder), without Measurement Solutions’s prior written consent. Any attempted assignment or transfer in violation of the foregoing shall be void. Measurement Solutions may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under the Contract without Customer’s consent.

6. Electronic Signatures. Signed copies of the Contract transmitted via facsimile transmission, by electronic mail in .pdf or other reliable electronic form, will have the same effect as physical delivery of the paper document bearing the original signature. The Parties agree that electronic signatures may be used and shall be treated, for purposes of validity, enforceability as well as admissibility, the same as written signatures.

7. Notices. Notices required under the Contract shall be in writing. Notices shall be effective upon receipt.

8. Governing Language. In the event of translation of these Terms to a language other than English, the English language version shall govern in the event of a conflict.

9. Governing Law; Jurisdiction. These Terms and any disputes arising out of or in connection with these Terms (and the Contract) shall be governed by the Governing Law of Great Britain.